﻿@model BankCreditPortfolio.Models.ClientCabinetModels.CreditAgreementModel

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    <title>Credit Agreement</title>
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        <h1>Credit Agreement</h1>
            <p>This Credit Agreement (“Agreement”) is entered into by and between @Model.Agent as Agent for and on behalf of “BANK CREDIT PORTFOLIO Corp” hereinafter called the “Carrier” and @Model.Customer hereinafter called the “Customer”. </p>
            <h2>Terms of agreement </h2>
            <p>
	            This Agreement sets out the terms on which Carrier extends credit  to  the Customer, and  to  the Customer’s subsidiaries and/or controlled entities, in connection with contracts for the carriage of goods, whether evidenced by the Carrier’s paper bill of lading, waybill or otherwise, made between Carrier and the Customer and/or his Subsidiaries. Customer warrants that by entering into this Agreement, he has the authority to act on his own behalf and on behalf of the Subsidiaries.
            </p>
            <h2>Special Terms</h2>
            <ul> 
	            <li>Credit Type: @Model.CreditTariff.</li>
	            <li>Credit Amount: @Model.CreditAmount. </li>
	            <li>Credit Currency: @Model.CreditCurrency. </li>
	            <li>Credit Period: Maximum @Model.Number calendar days from issuance of relevant invoice. Payments must be within the granted credit period, and irrespective of the customer’s payment cycles.  </li>
	            <li>Interest payable amounts: @Model.Percentage % per incurred month (based on 360 days). </li>
	            <li>Administration/Reminder  fee  for  exceeding  Credit  Payment period after the due date: @Model.Fine %. </li>
	            <li>Account deposit number: All amounts payable from: @Model.Deposit. </li>
	            <li>Expiration Date: @Model.Date [The Agreement must be reviewed annually].</li>
            </ul>	
            <p>IN WITNESS HEREOF  the  parties  have  executed  this Agreement  in  duplicate  and  shall  become  effective  as  of  @Model.DeliveryDate (“Effective Date”).</p>
            <table>
	            <tr>
		            <td>
			            On behalf of @Model.Customer
		            </td>
		            <td>
			            On behalf of @Model.Agent
		            </td>
	            </tr>
	            <tr>
		            <td>
		
		            </td>
		            <td>
		
		            </td>
	            </tr>
	            <tr>
		            <td>
			            Signature
		            </td>
		            <td>
			            Signature
		            </td>
	            </tr>
	            <tr>
		            <td>
		
		            </td>
		            <td>
		
		            </td>
	            </tr>
	            <tr>
		            <td>
			            Name:
		            </td>
		            <td>
			            Name:
		            </td>
	            </tr>
	            <tr>
		            <td>
		
		            </td>
		            <td>
		
		            </td>
	            </tr>
	            <tr>
		            <td>
			            Date:
		            </td>
		            <td>
			            Date:
		            </td>
	            </tr>
	            <tr>
		            <td>
			            @Model.DeliveryDate
		            </td>
		            <td>
			            @Model.DeliveryDate
		            </td>
	            </tr>
            </table> 
            <p>Now it is agreed as follows:</p>
            <h2>1.  Credit and Guarantee</h2>
            <p>1.1  Always  subject  to  clause</p>
            <p>  1.2  below,  Customer  and  its 
            Subsidiaries  agree  and  guarantee  jointly  and  severally  to 
            pay  all  freight  and  charges  due  under  the  Contracts  of 
            Carriage: </p>   
            <p>No  later  than  on  the  @Model.CreditDays  calendar  day  (“Due 
            Date”)  from the date of issuance of the  invoice by Carrier 
            to  the  Customer  (hereafter  referred  to  as  “Credit 
            Period”).</p>

            <p>1.2  Notwithstanding  clause  1.1  above,  when  the  total 
            accumulated  value  of  all  unpaid  invoices  issued  to  the 
            Customer  and/or  its  Subsidiaries  under  any  Contract  of 
            Carriage  whether  overdue  or  not  in  accordance  with 
            clause  1.1  above,  exceeds  the  sum  of  the Credit  Limit  or 
            the  equivalent  amount  in  the  invoiced  currency,  the 
            Customer and  its Subsidiaries agree and guarantee  jointly 
            and  severally  to  pay  instantly  (“Due  Date”)  the  amount 
            exceeding the Credit Limit.
            </p>
            <h2>2.  Excluded Charges</h2> 
            <p>No credit  is granted  for any Excluded Charges, as set out 
            above,  which  are  payable  per  separate  payment  and 
            invoice terms.</p> 
            <h2>3.  Currency</h2>
            <p> 
            Any  sum  payable  to  Carrier  shall  be  paid  in  USD  or,  at 
            Carriers’ option notified on the invoice to the Customer,  in 
            its equivalent  in the currency of his country on  the day of 
            payment.
            </p>
            <h2>4.  Full payment</h2> 
            <p>Payment  shall  not  be  effective  until  the  amount  of  th
            payment  is  unconditionally  and  irrevocably  transferred  
            and at the effective disposal of the Carrier in cleared fund 
            Each  payment  under  this Agreement  shall  be made  in  full 
            without  set-off,  withholding,  abatement,  counterclaim  or 
            deduction or stay of execution of any kind.</p> 
            <h2>5.  Remittance advice</h2> 
            <p>If  settlement  of  freight  and  charges  is  done  via  bank 
            transfer or cheques, Customer agrees to forward a separate 
            remittance advice outlining which invoices that are included 
            in each payment. This  is  to  facilitate correct  registration of 
            the payment and to avoid that Carrier mistakenly considers 
            freight, which has already been settled, to be overdue.  
            In  the  absence  of  Customer’s  advice  to  the  contrary,  any 
            payment shall be applied to the oldest outstanding invoices.</p> 
            <h2>6.  Disputed invoices</h2> 
            <p>If  the Customer  disputes  any  invoice,  in whole  or  in  part, 
            the Carrier must be notified in writing, including by e-mail, 
            and no later than 7 (seven) days after Customer’s receipt of 
            the invoice after which time Customer shall not be entitled 
            to  dispute  the  invoice.  Any  part  of  an  invoice  not  being 
            disputed  must  be  settled  in  accordance  with  the  credit 
            terms set out in this Agreement.</p>  
            <p>A disputed part of an invoice is exempted from the standard 
            payment terms until the dispute has been settled. Once the 
            dispute is resolved, payment, as applicable, must be made 
            in accordance with the original Due Date.</p>  
            <h2>7.  Freight Agents</h2> 
            <p>If  Customer  wishes  to  appoint  a  third  party  to  settle 
            charges on his behalf (a “Freight Agent”), then Customer 
            must  first  obtain  the  Carrier’s  prior  written  consent.  The 
            terms of this Agreement applicable to Customer (except the 
            granting of  credit)  include and apply  to Customers Freight 
            Agents.  Customer  agrees  and  hereby  undertakes  to
            indemnify the Carrier for all charges in the event of default, 
            claim  or  non-payment  by  any  Freight  Agent.  Customer 
            confirms  that  he  has  the  authority  of  any  such  Freight 
            Agent to accept this Agreement on its behalf.</p> 
            <h2>8.  Payment of invoices</h2> 
            <p>Customer  and/or  its  Subsidiaries  undertake  to  pay  all 
            freight  and  charges  prior  to  or  on  the  Due  Date  at  the 
            latest.  In  the  event  that Customer  and/or  its Subsidiaries 
            do  not  settle  outstanding  amounts  accordingly,  Carrier 
            reserves  the  right  to  take  any  or  all  of  the  following 
            actions:<p> 
            <p>8.1.  Withhold  original  documents  including  transport 
            documents and/ or cargo until all overdue freight 
            and  charges,  including  collection  and  reminder 
            fees and expenses, are settled.</p> 
            <p>8.2.  Suspend or terminate the Agreement. </p>
            <p>8.3.  Exercise  any  applicable  right  of  lien  over  any 
            cargo and stop providing or arranging services. </p>
            <p>8.4.  Apply  automatically  and  without  prior  notice  a 
            fixed  charge  and  a  default  Interest  at  the  rate 
            indicated  above  on  the  outstanding  overdue 
            amounts. </p>
            <p>8.5.  Commence  collection  proceedings. Any  expenses 
            and  fees  incurred  in  collecting  overdue  freight 
            and charges are to be covered by the Customer. </p>
            <h2>9.  Prevailing Party Fees</h2>
            <p> 
            In any arbitration litigation or other proceedings arising out 
            of or  related  to  this Agreement,  the prevailing party  shall 
            be entitled to receive its attorney fees and own reasonable 
            costs and expenses.  
            </p>
            <h2>10.  Term </h2>
            <p>Subject  to  due  return  of  this  document  containing  the 
            Agreement by the Customer to the Carrier or the Carrier ‘s 
            agent,  the  Agreement  is  from  the  Effective  Date  until 
            (including)  the  Expiration Date  (hereinafter  referred  to  as 
            “Term”) unless  the Customer  is advised otherwise by  the 
            Carrier  in writing prior  to  the Expiration Date. The Carrier 
            or agents acting on its behalf are entitled at their discretion 
            to terminate this Agreement at any time, or to extend the 
            Term at any time by giving written notice,  including by e-
            mail, to the Customer. </p>
            <p>If the Credit Agreement terminates before any Contract of 
            Carriage has been fully performed, these credit terms shall 
            cease  to apply  to  the Contract of Carriage  concerned and 
            all unpaid freight and charges shall be payable upon receipt 
            of the invoice. </p>
            <h2>11.  Credit Suspension</h2>
            <p> 
            Without  prejudice  to  the  generalities  of  the  provisions 
            mentioned  in  section  10,  in  the  event  of  an  invoice  not 
            being paid within  the Credit Period or  in  the event of  the 
            Credit  Limit  being  exceeded,  Carrier  may  choose  to 
            suspend  the  granting  of  credit  under  this  Agreement  in 
            relation  to  the  Customer  and/or  in  relation  to  any  entity 
            from  the  list  of  Subsidiaries.  Such  suspension  shall  be 
            notified in writing including by e-mail. </p>
            <p>In  the event of such credit suspension,  these credit  terms 
            shall not apply to any Contract of Carriage concluded after 
            the suspension has taken effect. </p> 
            <h2>12.  Confidentiality</h2> 
            <p>Except  as  may  be  necessary  to  comply  with  applicable 
            laws,  regulations,  court  orders,  arbitral  awards  or  for  the 
            benefit  of  a  party’s  legal  advisors  or  accountants,  this 
            Agreement  must  be  kept  strictly  confidential  between 
            Carrier  and  Customer  and  his  Subsidiaries.  Disclosure  of 
            any  of  the  provisions  of  this  Agreement  may  result  in 
            Carrier’s  termination  of  this  Agreement  with  immediate 
            effect. </p> 
            <h2>13.  Freight and Charges</h2>
            <p> 
            Customer  recognizes  that  the Carrier under  the  terms and 
            conditions  of  the  Carrier’s  bill  of  lading  have  an  absolute 
            obligation at  law and under Section 10(b) of  the Shipping  
            Act  of  1984  to  collect  and  receive  all  freight  and  charges 
            due under the relevant tariff or tariffs. </p>
            <h2>14.  Information</h2> 
            <p>If  the  financial  situation  of  Customer‘s  or  any  of  his 
            Subsidiaries’ changes materially after  the conclusion of  the 
            Agreement  or  the  Customer  ceases  to  control  any  of  the 
            Subsidiaries,  the  Customer  must  promptly  inform  the 
            Carrier or its agents thereof. </p>
            <h2>15.  Assignment</h2>
            <p> 
            The Customer may not without prior written consent of the 
            Carrier assign, transfer or part with, in whole or in part, any 
            of his  rights, benefits or obligations under  this Agreement 
            in any manner (including without limitation by operation of 
            law). </p>
            <h2>16.  Language</h2>
            <p> 
            This  Agreement  is  written  in  the  English  language  and 
            executed  in  duplicate,  each  of  which  shall  be  deemed  an 
            original. The English  language  text of  this Agreement shall 
            prevail over any translation thereof. </p>
            <h2>17.  General</h2> 
            <p>Without prejudice to Clause 19, this Agreement constitutes 
            the  full and complete understanding and agreement of  the 
            parties  relating  to  the  subject  matter  hereof  and 
            supersedes  all  prior  understandings  and  agreements 
            relating  to  such  subjects  matter.  Any  modification  or 
            amendment  of  any  provision  of  this  Agreement  shall  be 
            effective only if in writing and signed by both parties.  </p>
            <h2>18.  Severability</h2> 
            <p>If any of the provisions of this Agreement are found by any 
            court  of  competent  jurisdiction  or  other  competent 
            authority  to  be  void  or  unenforceable  the  remaining 
            provisions of this Agreement shall continue in full force and 
            effect. </p>
            <h2>19.  Terms and Conditions – Clause Paramount</h2> 
            <p>Save as expressly outlined  in the Agreement  including any 
            Appendices,  this  Agreement  is  subject  to  the  terms  and 
            conditions of the Carrier’s prevailing bill of lading. Except in 
            respect  of  Due  Date  as  defined  in  clause  1  in  this 
            Agreement, in case of any conflict between this Agreement 
            and the terms and conditions of the Carrier’s bill of lading, 
            the latter shall prevail. The rights and remedies available to 
            Carrier  under  this  Agreement  are  cumulative  and  are  in 
            addition  to  every  other  right  and  remedy  to  which  it  is 
            entitled under law, equity, and the Carriers’ bill of lading.   </p>
            <h2>20.  Governing law</h2> 
            <p>This  Agreement  is  subject  to  the  terms  and  conditions  of 
            law and  jurisdiction of the Contract(s) of Carriage to which 
            the granting of credit relates.</p>
            <p> 
            Notwithstanding  the above,  the Carrier may  further at  it’s 
            option  choose  that  this  Agreement  shall  be  subject  to  (i) 
            the law and jurisdiction of a competent court at Customer’s 
            principal  place  of  business,  or  that  of  any  of  it’s 
            Subsidiaries, or (ii) the law at Customer’s principal place of 
            business, or  that of any of  it’s Subsidiaries and arbitration 
            in accordance with such law.  </p>

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